A. F. Petrocelli

About A. F. Petrocelli

A. F. Petrocelli (age 81) has served on Nathan’s Famous, Inc.’s Board since 1993 and is designated Lead Independent Director. He previously was Chairman and Chief Executive Officer of United Capital Corp. (real estate and engineered products) from 1981 until retirement in 2019, and President from 1981 to February 2018; he was also a director of Boyar Value Fund, Inc. (public mutual fund) from 1997 to 2007 .

Past Roles

External Roles

Board Governance

• Independence: Board determined Petrocelli is independent under NASDAQ rules; no family relationships among directors/officers .
• Lead Independent Director: Designated Lead Independent Director; leads non-management executive sessions and facilitates communications among non-employee directors .
• Committees: Chair of the Nominating Committee; other members include Brian Genson, Robert Eide, Andrew Levine, and Charles Raich; all are independent under NASDAQ Rule 5605 .
• Attendance and Engagement:
  • Board met six times in FY ended March 30, 2025; all directors attended at least 75% of Board meetings .
  • Independent directors met informally each quarterly Board meeting and held one formal executive session during FY2025 .
  • All directors attended last year’s Annual Meeting of Stockholders .
• Board structure: Executive Chairman (Howard Lorber) is separate from CEO (Eric Gatoff); Lead Independent Director leads non-management sessions .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Managerial and real estate experience aligned to Nathan’s restaurant operations; Board explicitly cites these credentials in determining his continued service as director .
• Lead Independent Director responsibilities reflect governance leadership and facilitation of independent oversight .

Equity Ownership

Additional alignment policies:

• Stock Retention Plan: Directors must retain 33⅓% of option shares exercised and 33⅓% of shares owned as of June 1, 2009, subject to Board waiver in certain circumstances .
• Insider trading/hedging policy: Prohibits hedging or transactions designed to offset decreases in Company stock value (e.g., collars, swaps, exchange funds) for Board members/officers .

Governance Assessment

• Strengths:
  • Clear independence determination; Petrocelli serves as Lead Independent Director, enhancing board effectiveness and independent oversight .
  • Active chairing of Nominating Committee; independent committee composition supports robust director selection and board refresh processes .
  • Adequate attendance (≥75% of Board meetings) and participation in executive sessions signal engagement .
• Pay and alignment:
  • Director pay is modest in cash with meaningful equity via options ($220,050 fair value), promoting ownership alignment; Petrocelli beneficially owns 53,750 shares (1.3%) and has 3,750 exercisable options .
  • Stock retention and hedging prohibitions are positive alignment features .
• Potential watch items:
  • Use of stock options rather than RSUs for directors can increase sensitivity to share price volatility; performance conditions for director equity are not disclosed .
  • Board diversity goals noted at the company level; continued monitoring of committee workload and refresh given director ages (Petrocelli age 81; director since 1993) .

RED FLAGS: None disclosed specific to Petrocelli regarding related-party transactions, pledging, hedging, or attendance shortfalls in FY2025 .

Notes on Related-Party Exposure

• Related Person Transaction Policy requires Audit Committee approval/ratification for transactions ≥$120,000 involving directors/5% holders; no Petrocelli-specific transactions disclosed in the 2025 proxy .
• The policy outlines exemptions (e.g., positions in other entities with <10% equity interest) and annual review of ongoing related-party transactions .

Appendix: Director Compensation Detail (FY2025)

Board Committee Service (Current)

Meeting Activity (FY ended Mar 30, 2025)